Compensation Upon the Termination of Executive’s Employment. 7.1. In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount. 7.2. In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount. 7.3. Unless Section 8 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine (9) month period following the date of termination, paid on the Company’s regular paydays throughout that 9-month period; (b) for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement. 7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 4 contracts
Samples: Executive Employment Agreement (Poore Brothers Inc), Executive Employment Agreement (Poore Brothers Inc), Executive Employment Agreement (Poore Brothers Inc)
Compensation Upon the Termination of Executive’s Employment. 7.1. 6.1 In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.2. 6.2 In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.3. 6.3 Unless Section 8 7 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause) or by Executive for “Good Reason” (as defined below), (A) the Company shall pay to Executive, as a severance allowance, his then current monthly Base Salary for the six (6) month period following amountsthe date of termination, payable in the Company’s discretion either on the Company’s regular paydays throughout that 6-month period or in a one time lump sum amount, and such other salary that accrued prior to the termination date and amounts required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law; (B) the Company shall pay on Executive’s behalf for a period of six (6) months all premiums for medical, dental and vision insurance coverage that were in place at the time of termination of Executive’s employment; and (C) Executive shall receive accelerated vesting for twelve (12) months from the date of Executive’s termination for all stock options granted by the Company to Executive before or after the Commencement Date, and extension of the option exercise period for an additional twelve (12) months beyond the period set forth in the governing option documents for such exercise, provided, however, that the period for exercise of such stock options shall not be extended beyond the date on which they would have terminated had Executive continued to be employed by the Company; but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine (9) month period following the date of termination, paid on the Company’s regular paydays throughout that 9-month period; (b) for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event , provided, however, that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall paynot deny any such benefits unless it has provided written notice to Executive of any claimed breach of such continuing obligations, for and Executive has failed to cure each such breach within fifteen days after receipt of such written notice of breach; and the exercise period of any such options shall be tolled during such fifteen (15) day period or any longer period required to resolve any disputed claim of breach of such continuing obligations, provided, that such stock options shall not be extended beyond the date on which they would have terminated had Executive continued to be employed by the Company.
6.4 The provisions of this Section 6 shall not affect Executive’s benefitparticipation in or terminating distributions and vested rights under, up any pension, profit sharing, insurance or other employee benefit plan of the Company to $10,000.00 for outplacement services for which Executive with an outplacement firm selected by Executiveis entitled pursuant to the terms of such plans.
Appears in 3 contracts
Samples: Executive Employment Agreement (Imarx Therapeutics Inc), Executive Employment Agreement (Imarx Therapeutics Inc), Executive Employment Agreement (Imarx Therapeutics Inc)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s 's employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s 's then current Base Salary through the date his employment is terminated, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.26.2. In the event Executive’s 's employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s 's beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s 's estate, shall be entitled to receive Executive’s 's then current Base Salary through the end of the month in which his death occurs, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.36.3. Unless Section 8 7 applies, in the event Executive’s 's employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause) or by Executive for "Good Reason" (as defined below), (A) the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine six (96) month period following the date of termination, paid on the Company’s 's regular paydays throughout that 96-month period, followed by a one-time lump sum payment (the "Lump Sum Payment") on the next regular payday of an amount equal to six months of his then current monthly Base Salary (i.e. one-half of his annual Base Salary), for a total severance allowance equal to one (1) year of his Base Salary, and such other salary that accrued prior to the termination date and amounts required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law; and (bB) Executive shall receive accelerated vesting for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; twelve (c12) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of months from the date of Executive's termination for all stock options granted by the termination of his employment, Company to Executive before or after pro rating all targets, quotas, the Commencement Date and bonus payments as extension of the termination dateoption exercise period for an additional twelve (12) months beyond the period set forth in Exhibit C attached hereto for such exercise, regardless when provided, however, that such bonus may stock options shall not be due under extended beyond the bonus plandate on which they would have terminated had Executive continued to be employed by the Company; but no other compensation or benefits of any kind. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event , provided, however, that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall paynot deny any such benefits unless it has provided written notice to Executive of any claimed breach of such continuing obligations and Executive has failed to cure each such breach within fifteen days after receipt of such written notice of breach and the exercise period of any such options shall be tolled during such fifteen (15) day period or any longer period required to resolve any disputed claim of breach of such continuing obligations, for and provided, further, that the foregoing shall not limit Executive’s benefit's ability to exercise any such options that had vested prior to the date of termination of his employment which he exercises within ninety (90) days after such termination date.
6.4. The provisions of Section 6 shall not affect Executive's participation in or terminating distributions and vested rights under, up any pension, profit sharing, insurance or other employee benefit plan of the Company to $10,000.00 for outplacement services for which Executive with an outplacement firm selected by Executiveis entitled pursuant to the terms of such plans.
Appears in 3 contracts
Samples: Executive Employment Agreement (Imarx Therapeutics Inc), Executive Employment Agreement (Imarx Therapeutics Inc), Executive Employment Agreement (Imarx Therapeutics Inc)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.26.2. In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.36.3. Unless Section 8 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine six (96) month period following the date of termination, paid on the Company’s regular paydays throughout that 96-month period; (b) for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.46.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 2 contracts
Samples: Separation Agreement, Separation Agreement (Poore Brothers Inc)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s employment and this Agreement are is terminated pursuant to Section 6.1 5.3 (Disability), 6.3 (Termination for Cause), ) or 6.4 5.4 (Resignation), ) then Executive shall be entitled to receive a pro rata amount of Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount. Such pro rata amount shall be determined by the ratio of the number of days of the calendar year that have passed as of the termination date to 365. Any shares awarded in excess of such amount shall be redeemed by the Company for $1.
7.26.2. In the event Executive’s employment and this Agreement are is terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.36.3. Unless Subject to Section 8 applies6.4 (Conditions), in the event Executive’s employment and this Agreement are is terminated by the Executive pursuant to Section 5.5 (Termination for Good Reason) or by the Company pursuant to Section 6.5 5.1 (Without CauseDisability), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and the Company shall pay to Executive, as a severance allowance, the following amountsamounts (together the “Severance Payments”), and shall amend any stock option award agreement or other equity award agreement (each an “Option Agreement”) between the Company and Executive as follows, but shall pay no other compensation or benefits of any kind: (a) his .
6.3.1. Company shall pay to Executive Executive’s three times then current monthly Base Salary and for a period of twelve (24) months beginning upon Executive’s Monthly Car Allowance for satisfaction of the nine Conditions (9) month period following the date of termination“Severance Period”), paid on the Company’s regular paydays throughout that 9-month period; (b) the Severance Period.
6.3.2. Company shall pay for Executive’s benefit, up to $10,000.00 75,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; .
6.3.3. Company shall pay for Executive’s benefit, if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of Executive’s employment, Executive’s monthly premium (including any premiums related to Executive’s eligible dependents) under COBRA until the earliest of (a) the close of the Severance Period, (b) the expiration of Executive’s continuation of coverage under COBRA, or (c) within thirty the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment.
6.3.4. Company shall pay to Executive upon the earlier of (30a) the date that is sixty (60) days after termination of Executive’s employmentemployment and (b) Executive’s satisfaction of the Conditions (defined below), any amounts payable under any Company bonus plans for in which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all any applicable targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan.
6.3.5. Executive Company shall be entitled to receive these benefits and payments only if he complies with his continuing obligations amend, immediately prior to the Company as set forth in this Agreement.
7.4. In effectiveness of the event that termination of Executive’s employment employment, each Option Agreement (a) to make 100% of the then unvested shares subject to each Option Agreement fully vested and this fully exercisable, (b) to terminate any rights the Company may have to repurchase unvested shares and (c) to permit Executive to exercise the options provided by each Option Agreement are terminated pursuant for a period of ten (10) years following the termination of Executive’s employment. Notwithstanding anything herein to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below)the contrary, the Company shall paybegin COBRA payments as soon as necessary for Executive to continue coverage, for even if Executive has yet to meet the Conditions (as defined below); provided that this obligation shall not extend more than sixty (60) days from the date of termination of Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executiveemployment.
Appears in 2 contracts
Samples: Executive Employment Agreement (Weed, Inc.), Executive Employment Agreement (Weed, Inc.)
Compensation Upon the Termination of Executive’s Employment. 7.1. 6.1 In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), ) or 6.4 5.4 (Resignation), then the Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.2. 6.2 In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.3. 6.3 Unless Section 8 7 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his kind or amount:
6.3.1 Executive’s then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine five (95) month period following the date of termination, paid on the Company’s regular paydays throughout that 95-month period; and
6.3.2 Reimbursement on a fully taxable basis for the cost of COBRA continuation coverage for the five (5) month period; provided, however, that (a) this obligation will immediately terminate upon Executive becoming eligible for health insurance coverage with a new employer (and Executive must provide prompt written notice to the Company of Executive’s obtaining new employment) and (b) to the extent that the provision of health benefits or reimbursement of premiums and other out-of-pocket costs for Executive’s benefit, up health benefits would trigger federal excise tax payable by the Company pursuant to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as Section 2716 of the date of the termination of his employmentPublic Health Service Act, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreementreimbursements will not be provided.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 1 contract
Samples: Executive Employment Agreement (Inventure Foods, Inc.)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.26.2. In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.36.3. Unless Section 8 7 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) if Executive has been employed by the Company for less than one year after the Effective Date, his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine four (94) month period following the date of termination, paid on the Company’s regular paydays throughout that 9four-month period; , (b) if Executive has been employed by the Company for Executivemore than one year after the Effective Date, his then current monthly Base Salary and Monthly Car Allowance for the six (6) month period following the date of termination, paid on the Company’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; regular paydays throughout that six-month period and in either event (c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 1 contract
Samples: Executive Employment Agreement (Inventure Group, Inc.)
Compensation Upon the Termination of Executive’s Employment. 7.1. In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.2. In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.3. Unless Section 8 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: :
(a) his Executive’s then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine six (96) month period following the date of terminationtermination (the “Severance Period”), paid on the Company’s regular paydays throughout that 96-month period; and
(b) for Executive’s benefit, up Up to $10,000.00 9,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; .
(c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 9,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
7.5. For purposes of Section 409A Internal Revenue Code, as amended (“Section 409A”), Executive hereby elects to receive, and the Company hereby agrees to pay, each amount payable under this Agreement at the times, and on the terms and conditions, set forth herein.
7.6. Notwithstanding the foregoing, if Section 409A would impose any additional tax on payments within the first six months following Executive’s Separation from Service (as defined in Section 409A), such payments shall be delayed to the minimum extent necessary to avoid such additional tax. Any delayed payments shall be paid in a lump sum at the completion of such six-month period.
Appears in 1 contract
Samples: Executive Employment Agreement (Poore Brothers Inc)
Compensation Upon the Termination of Executive’s Employment. 7.1. In the event that Executive’s 's employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s 's then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.2. In the event Executive’s 's employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s 's beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s 's estate, shall be entitled to receive Executive’s 's then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.3. Unless Section 8 applies, in the event Executive’s 's employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s 's Monthly Car Allowance for the nine (9) month period following the date of termination, paid on the Company’s 's regular paydays throughout that 9-month period; (b) for Executive’s 's benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s 's employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s 's employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s 's benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 1 contract
Samples: Executive Employment Agreement (Poore Brothers Inc)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s employment and this Agreement are is terminated by Company pursuant to Section 6.1 5.3 (Disability), 6.3 (Termination for Cause), ) or 6.4 by Executive pursuant to Section 5.4 (Resignation)) without Good Reason, then then: (i) Executive shall be entitled to receive paid a pro rata amount of Executive’s then current Base Salary through the date his employment is terminated; and (ii) all earned but unpaid bonuses and accrued and unpaid compensation (including any accrued and unused vacation time) shall be paid to the Executive. For the purposes of this Section, but no other compensation Executive will be deemed to have earned a pro rata portion of any kind Annual Cash Incentive Bonus or amountEquity Incentive Bonus through a termination event based on days employed through a termination event out of a 365 day year. Executive will retain whatever rights or benefits Executive is entitled to under any Benefit Plan.
7.26.2. In the event Executive’s employment and this Agreement are is terminated pursuant to Section 6.2 5.2 (Death), then: (i) Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive paid Executive’s then current Base Salary through the end of the month in which his death occurs; and (ii) all accrued and unpaid compensation (including any accrued and unused vacation time) and earned but unpaid bonus payments shall be paid to the Executive’s beneficiary or in the absence of such beneficiary, but no other compensation Executive’s estate. Executive’s beneficiary will retain whatever rights or benefits Executive is entitled to under any Benefit Plan. For the purposes of this Section, Executive will be deemed to have earned a pro rata portion of any kind Annual Cash Incentive Bonus or amountEquity Incentive Bonus through a termination event based on days employed through a termination event out of a 365 day year.
7.36.3. Unless Section 8 applies, in In the event Executive’s employment and this Agreement are is terminated by the Executive pursuant to Section 5.5 (Termination for Good Reason), by the Company pursuant to Section 6.5 5.1 (Disability), or by the Company pursuant to Section 5.6 (Termination Without Cause), then: (i) Executive shall be paid Executive’s then current Base Salary through the date his employment is terminated and for any accrued and unused vacation time; or accrued but unpaid bonus, (ii) Executive will retain whatever rights or benefits Executive is entitled to under any Benefit Plan and (iii) the Company shall pay to Executive, as a severance allowance, the following amountsamounts described in Sections 6.3.1. through 6.3.5. (together, but no other compensation or benefits the “Severance Payments”). For the purposes of this Section, Executive will be deemed to have earned a pro rata portion of any kind: (a) his Annual Cash Incentive Bonus or Equity Incentive Bonus through a termination event based on days employed through a termination event out of a 365 day year. Any Qualified Transaction which closes not more than six months after Executive’s termination under this Section shall be included in the Cash Transaction Bonus payable to Executive.
6.3.1. Company shall pay to Executive the Executive’s then current monthly Base Salary and for a period of twelve (12) months beginning upon Executive’s Monthly Car Allowance for termination date (the nine (9) month period following “Severance Period”), provided that Executive satisfies the date of termination, Conditions. Such payments shall be paid on the Company’s regular paydays throughout that 9-month period; (b) the Severance Period, with any amounts due during the period between the termination date and satisfaction of the Conditions paid on the first following payroll date as a lump sum, all such payments subject to Section 9.1.
6.3.2. Company shall promptly pay for Executive’s benefit, up to $10,000.00 benefit for outplacement services for Executive for twelve (12) months with an outplacement firm selected by Executive; .
6.3.3. If Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (c“COBRA”) within thirty (30) days after following the termination of Executive’s employment, Company shall pay Executive’s monthly COBRA premium (including any premiums related to Executive’s eligible dependents) until the earliest of (a) the last day of the month that includes the close of the Severance Period, (b) the expiration of Executive’s continuation of coverage under COBRA, or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment.
6.3.4. Company shall pay to Executive any amounts payable under any Company bonus plans for in which Executive is eligible to participate as of the date of the termination of his employment. Such payments, if any, shall be determined after pro rating all targets, quotas, and bonus payments as the end of the termination date, regardless bonus year and paid when similar payments are made to ongoing bonus plan participants on April 5th. Any such bonus may be due under the bonus plan. payments to Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations prorated based upon the portion of the bonus year that Executive was employed by Company or any affiliate. Notwithstanding anything herein to the Company as set forth in this Agreement.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below)contrary, the Company shall paybegin COBRA payments as soon as necessary for Executive to continue coverage, for even if Executive has yet to meet the Conditions (as defined below); provided that this obligation shall not extend more than sixty (60) days from the date of termination of Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executiveemployment.
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Compensation Upon the Termination of Executive’s Employment. 7.1. 6.1 In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.2. 6.2 In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.3. 6.3 Unless Section 8 7 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause) or by Executive for “Good Reason” (as defined below), subject to Section 8 below, Executive shall receive accelerated vesting for twelve (12) months from the date of Executive’s termination for all stock options granted by the Company to Executive before or after the Commencement Date, and extension of the option exercise period for an additional twelve (12) months beyond the period set forth in the governing option documents for such exercise, provided, however, that the period for exercise of such stock options shall pay not be extended beyond the date on which they would have terminated had Executive continued to Executive, as a severance allowance, be employed by the following amounts, but Company. Executive shall receive no other compensation or benefits of any kind: (a) his then current monthly Base Salary and .
6.4 The provisions of this Section 6 shall not affect Executive’s Monthly Car Allowance for the nine (9) month period following the date of termination, paid on the Company’s regular paydays throughout that 9-month period; (b) for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employmentparticipation in or terminating distributions and vested rights under, any amounts payable under any bonus plans for pension, profit sharing, insurance or other employee benefit plan of the Company to which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations pursuant to the Company as set forth in this Agreementterms of such plans.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 1 contract
Samples: Executive Employment Agreement (Imarx Therapeutics Inc)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s employment and this Agreement are is terminated pursuant to Section 6.1 5.3 (Disability), 6.3 (Termination for Cause), ) or 6.4 5.4 (Resignation), ) then Executive shall be entitled to receive a pro rata amount of Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount. Such pro rata amount shall be determined by the ratio of the number of days of the calendar year that have passed as of the termination date to 365. Any shares awarded in excess of such amount shall be redeemed by the Company for $1.
7.26.2. In the event Executive’s employment and this Agreement are is terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.36.3. Unless Subject to Section 8 applies6.4 (Conditions), in the event Executive’s employment and this Agreement are is terminated by the Executive pursuant to Section 5.5 (Termination for Good Reason) or by the Company pursuant to Section 6.5 5.1 (Without CauseDisability), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and the Company shall pay to Executive, as a severance allowance, the following amountsamounts (together the “Severance Payments”), and shall amend any stock option award agreement or other equity award agreement (each an “Option Agreement”) between the Company and Executive as follows, but shall pay no other compensation or benefits of any kind: (a) his .
6.3.1. Company shall pay to Executive Executive’s three times then current monthly Base Salary and for a period of twelve (24) months beginning upon Executive’s Monthly Car Allowance for satisfaction of the nine Conditions (9) month period following the date of termination“Severance Period”), paid on the Company’s regular paydays throughout that 9-month period; (b) the Severance Period
6.3.2. Company shall pay for Executive’s benefit, up to $10,000.00 75,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; .
6.3.3. Company shall pay for Executive’s benefit, if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of Executive’s employment, Executive’s monthly premium (including any premiums related to Executive’s eligible dependents) under COBRA until the earliest of (a) the close of the Severance Period, (b) the expiration of Executive’s continuation of coverage under COBRA, or (c) within thirty the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment.
6.3.4. Company shall pay to Executive upon the earlier of (30a) the date that is sixty (60) days after termination of Executive’s employmentemployment and (b) Executive’s satisfaction of the Conditions (defined below), any amounts payable under any Company bonus plans for in which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all any applicable targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan.
6.3.5. Executive Company shall be entitled to receive these benefits and payments only if he complies with his continuing obligations amend, immediately prior to the Company as set forth in this Agreement.
7.4. In effectiveness of the event that termination of Executive’s employment employment, each Option Agreement (a) to make 100% of the then unvested shares subject to each Option Agreement fully vested and this fully exercisable, (b) to terminate any rights the Company may have to repurchase unvested shares and (c) to permit Executive to exercise the options provided by each Option Agreement are terminated pursuant for a period of ten (10) years following the termination of Executive’s employment. Notwithstanding anything herein to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below)the contrary, the Company shall paybegin COBRA payments as soon as necessary for Executive to continue coverage, for even if Executive has yet to meet the Conditions (as defined below); provided that this obligation shall not extend more than sixty (60) days from the date of termination of Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executiveemployment.
Appears in 1 contract
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.26.2. In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.36.3. Unless Section 8 7 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: :
(a) his Executive’s then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine six (96) month period following the date of termination, paid on the Company’s regular paydays throughout that 96-month period; and
(b) for Executive’s benefit, up Up to $10,000.00 9,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; .
(c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.46.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 5.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 7.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 9,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
6.5. For purposes of Section 409A Internal Revenue Code, as amended (“Section 409A”), Executive hereby elects to receive, and the Company hereby agrees to pay, each amount payable under this Agreement at the times, and on the terms and conditions, set forth herein.
6.6. Notwithstanding the foregoing, if Section 409A would impose any additional tax on payments within the first six months following Executive’s Separation from Service (as defined in Section 409A), such payments shall be delayed to the minimum extent necessary to avoid such additional tax. Any delayed payments shall be paid in a lump sum at the completion of such six-month period.
Appears in 1 contract
Samples: Executive Employment Agreement (Inventure Group, Inc.)
Compensation Upon the Termination of Executive’s Employment. 7.1. 6.1 In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.2. 6.2 In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.3. 6.3 Unless Section 8 7 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause) or by Executive for “Good Reason” (as defined below), (A) the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine six (96) month period following the date of termination, paid on the Company’s regular paydays throughout that 96-month period, and such other salary that accrued prior to the termination date and amounts required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law; and (bB) Executive shall receive accelerated vesting for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; twelve (c12) within thirty (30) days after termination months from the date of Executive’s employmenttermination for all stock options granted by the Company to Executive before or after the Commencement Date, any amounts payable under any bonus plans for which Executive is eligible to participate as and extension of the option exercise period for an additional twelve (12) months beyond the period set forth in the governing option documents for such exercise, provided, however, that the period for exercise of such stock options shall not be extended beyond the date on which they would have terminated had Executive continued to be employed by the Company; but no other compensation or benefits of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus planany kind. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event , provided, however, that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall paynot deny any such benefits unless it has provided written notice to Executive of any claimed breach of such continuing obligations, for and Executive has failed to cure each such breach within fifteen days after receipt of such written notice of breach; and the exercise period of any such options shall be tolled during such fifteen (15) day period or any longer period required to resolve any disputed claim of breach of such continuing obligations, provided, that such stock options shall not be extended beyond the date on which they would have terminated had Executive continued to be employed by the Company.
6.4 The provisions of this Section 6 shall not affect Executive’s benefitparticipation in or terminating distributions and vested rights under, up any pension, profit sharing, insurance or other employee benefit plan of the Company to $10,000.00 for outplacement services for which Executive with an outplacement firm selected by Executiveis entitled pursuant to the terms of such plans.
Appears in 1 contract
Samples: Executive Employment Agreement (Imarx Therapeutics Inc)
Compensation Upon the Termination of Executive’s Employment. 7.1. In the event that Executive’s 's employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s 's then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.2. In the event Executive’s 's employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s 's beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s 's estate, shall be entitled to receive Executive’s 's then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.3. Unless Section 8 applies, in the event Executive’s 's employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s 's Monthly Car Allowance for the nine twelve (912) month period following the date of termination, paid on the Company’s 's regular paydays throughout that 912-month period; (b) for Executive’s 's benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s 's employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s 's employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s 's benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 1 contract
Samples: Executive Employment Agreement (Poore Brothers Inc)
Compensation Upon the Termination of Executive’s Employment. 7.1. 6.1 In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.2. 6.2 In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.3. 6.3 Unless Section 8 7 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause) or by Executive for “Good Reason” (as defined below), (A) the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly monthly. Base Salary and Executive’s Monthly Car Allowance for the nine six (96) month period following the date of termination, paid on the Company’s regular paydays throughout that 96-month period, and such other salary that accrued prior to the termination date and amounts required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law; and (bB) Executive shall receive accelerated vesting for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; twelve (c12) within thirty (30) days after termination months from the date of Executive’s employmenttermination for all stock options granted by the Company to Executive before or after the Commencement Date, any amounts payable under any bonus plans for which Executive is eligible to participate as and extension of the option exercise period for an additional twelve (12) months beyond the period set forth in the governing option documents for such exercise, provided, however, that the period for exercise of such stock options shall not be extended beyond the date on which they would have terminated had Executive continued to be employed by the Company; but no other compensation or benefits of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus planany kind. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event , provided, however, that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall paynot deny any such benefits unless it has provided written notice to Executive of any claimed breach of such continuing obligations, for and Executive has failed to cure each such breach within fifteen days after receipt of such written notice of breach; and the exercise period of any such options shall be tolled during such fifteen (15) day period or any longer period required to resolve any disputed claim of breach of such continuing obligations, provided, that such stock options shall not be extended beyond the date on which they would have terminated had Executive continued to be employed by the Company.
6.4 The provisions of this Section 6 shall not affect Executive’s benefitparticipation in or terminating distributions and vested rights under, up any pension, profit sharing, insurance or other employee benefit plan of the Company to $10,000.00 for outplacement services for which Executive with an outplacement firm selected by Executiveis entitled pursuant to the terms of such plans.
Appears in 1 contract
Samples: Executive Employment Agreement (Imarx Therapeutics Inc)
Compensation Upon the Termination of Executive’s Employment. 7.1. 6.1 In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.2. 6.2 In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.3. 6.3 Unless Section 8 7 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause) or by Executive for “Good Reason” (as defined below), (A) the Company shall pay to Executive, as a severance allowance, his then current monthly Base Salary for the twelve (12) month period following amountsthe date of termination, payable in the Company’s discretion either on the Company’s regular paydays throughout that 12-month period or in a one time lump sum amount, and such other salary that accrued prior to the termination date and amounts required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law; (B) the Company shall pay on Executive’s behalf for a period of twelve (12) months all premiums for medical, dental and vision insurance coverage that were in place at the time of termination of Executive’s employment; and (C) Executive shall receive accelerated vesting for twelve (12) months from the date of Executive’s termination for all stock options granted by the Company to Executive before or after the Commencement Date, and extension of the option exercise period for an additional twelve (12) months beyond the period set forth in the governing option documents for such exercise, provided, however, that the period for exercise of such stock options shall not be extended beyond the date on which they would have terminated had Executive continued to be employed by the Company; but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine (9) month period following the date of termination, paid on the Company’s regular paydays throughout that 9-month period; (b) for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event , provided, however, that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall paynot deny any such benefits unless it has provided written notice to Executive of any claimed breach of such continuing obligations, for and Executive has failed to cure each such breach within fifteen days after receipt of such written notice of breach; and the exercise period of any such options shall be tolled during such fifteen (15) day period or any longer period required to resolve any disputed claim of breach of such continuing obligations, provided, that such stock options shall not be extended beyond the date on which they would have terminated had Executive continued to be employed by the Company.
6.4 The provisions of this Section 6 shall not affect Executive’s benefitparticipation in or terminating distributions and vested rights under, up any pension, profit sharing, insurance or other employee benefit plan of the Company to $10,000.00 for outplacement services for which Executive with an outplacement firm selected by Executiveis entitled pursuant to the terms of such plans.
Appears in 1 contract
Samples: Executive Employment Agreement (Imarx Therapeutics Inc)
Compensation Upon the Termination of Executive’s Employment. 7.1. In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.2. In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.3. Unless Section 8 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: :
(a) his (i) if such termination occurs prior to the one year anniversary of the Effective Date, Executive’s then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine two (92) month period following the date of termination, paid on the Company’s regular paydays throughout that 92-month period; , (ii) if such termination occurs on or after the one year anniversary of the Effective Date, but prior to the two year anniversary of the Effective Date, Executive’s then current monthly Base Salary and Executive’s Monthly Car Allowance for the four (4) month period following the date of termination, paid on the Company’s regular paydays throughout that 4-month period, and (iii) if such termination occurs on or after the two year anniversary of the Effective Date, Executive’s then current monthly Base Salary and Executive’s Monthly Car Allowance for the six (6) month period following the date of termination, paid on the Company’s regular paydays throughout that 6-month period;
(b) for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; and
(c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
7.5. For purposes of Section 409A Internal Revenue Code, as amended (“Section 409A”), Executive hereby elects to receive, and the Company hereby agrees to pay, each amount payable under this Agreement at the times, and on the terms and conditions, set forth herein.
7.6. Notwithstanding the foregoing, if Section 409A would impose any additional tax on payments within the first six months following Executive’s Separation from Service (as defined in Section 409A), such payments shall be delayed to the minimum extent necessary to avoid such additional tax. Any delayed payments shall be paid in a lump sum at the completion of such six-month period.
Appears in 1 contract
Samples: Executive Employment Agreement (Poore Brothers Inc)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s employment and this Agreement are is terminated pursuant to Section 6.1 5.3 (Disability), 6.3 (Termination for Cause), ) or 6.4 5.4 (Resignation), ) then Executive shall be entitled to receive a pro rata amount of Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount. Such pro rata amount shall be determined by the ratio of the number of days of the calendar year that have passed as of the termination date to 365. Any shares awarded in excess of such amount shall be redeemed by the Company for $1.
7.26.2. In the event Executive’s employment and this Agreement are is terminated pursuant to Section 6.2 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.36.3. Unless Subject to Section 8 applies6.4 (Conditions), in the event Executive’s employment and this Agreement are is terminated by the Executive pursuant to Section 5.5 (Termination for Good Reason) or by the Company pursuant to Section 6.5 5.1 (Without CauseDisability), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and the Company shall pay to Executive, as a severance allowance, the following amountsamounts (together the “Severance Payments”), and shall amend any stock option award agreement or other equity award agreement (each an “Option Agreement”) between the Company and Executive as follows, but shall pay no other compensation or benefits of any kind: (a) his .
6.3.1. Company shall pay to Executive, Executive’s one time then current monthly Base Salary and for a period of twelve (12) months beginning upon Executive’s Monthly Car Allowance for satisfaction of the nine Conditions (9) month period following the date of termination“Severance Period”), paid on the Company’s regular paydays throughout that 9-month period; (b) the Severance Period.
6.3.2. Company shall pay for Executive’s benefit, up if Executive elects to $10,000.00 for outplacement services for Executive with an outplacement firm selected by continue Executive; ’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of Executive’s employment, Executive’s monthly premium (including any premiums related to Executive’s eligible dependents) under COBRA until the earliest of (a) the close of the Severance Period, (b) the expiration of Executive’s continuation of coverage under COBRA, or (c) within thirty the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment.
6.3.3. Company shall pay to Executive upon the earlier of (30a) the date that is sixty (60) days after termination of Executive’s employmentemployment and (b) Executive’s satisfaction of the Conditions (defined below), any amounts payable under any Company bonus plans for in which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all any applicable targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan.
6.3.4. Executive Company shall be entitled to receive these benefits and payments only if he complies with his continuing obligations amend, immediately prior to the Company as set forth in this Agreement.
7.4. In effectiveness of the event that termination of Executive’s employment employment, each Option Agreement (a) to make 100% of the then unvested shares subject to each Option Agreement fully vested and this fully exercisable, (b) to terminate any rights the Company may have to repurchase unvested shares and (c) to permit Executive to exercise the options provided by each Option Agreement are terminated pursuant for a period of two (2) years following the termination of Executive’s employment. Notwithstanding anything herein to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below)the contrary, the Company shall paybegin COBRA payments as soon as necessary for Executive to continue coverage, for even if Executive has yet to meet the Conditions (as defined below); provided that this obligation shall not extend more than sixty (60) days from the date of termination of Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executiveemployment.
Appears in 1 contract
Compensation Upon the Termination of Executive’s Employment. 7.1. In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.2. In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.3. Unless Section 8 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: :
(a) his Executive’s then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine twelve (912) month period following the date of terminationtermination (the “Severance Period”), paid on the Company’s regular paydays throughout that 912-month period; and
(b) for Executive’s benefit, up Up to $10,000.00 9,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 9,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
7.5. For purposes of Section 409A Internal Revenue Code, as amended (“Section 409A”), Executive hereby elects to receive, and the Company hereby agrees to pay, each amount payable under this Agreement at the times, and on the terms and conditions, set forth herein.
Appears in 1 contract
Samples: Executive Employment Agreement (Inventure Foods, Inc.)
Compensation Upon the Termination of Executive’s Employment. 7.1. In the event that Executive’s 's employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s 's then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.2. In the event Executive’s 's employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s 's beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s 's estate, shall be entitled to receive Executive’s 's then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.3. Unless Section 8 applies, in the event Executive’s 's employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s 's Monthly Car Allowance for the nine six (96) month period following the date of termination, paid on the Company’s 's regular paydays throughout that 96-month period; (b) for Executive’s 's benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s 's employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s 's employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s 's benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 1 contract
Samples: Executive Employment Agreement (Poore Brothers Inc)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s 's employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s 's then current Base Salary through the date his employment is terminated, but no other compensation or benefits of any kind or amount.
7.26.2. In the event Executive’s 's employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s 's beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s 's estate, shall be entitled to receive Executive’s 's then current Base Salary through the end of the month in which his death occurs, but no other compensation or benefits of any kind or amount.
7.36.3. Unless Section 8 applies, in In the event Executive’s 's employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance plus average Bonuses since the Effective Date for the nine twenty-four (924) month period following the date of termination, paid on the Company’s 's regular paydays throughout that 924-month period; (b) for Executive’s benefit, up but no other compensation or benefits of any kind or amount. Any options Executive has been granted under the Company's employee stock option plan shall be vested upon such termination pursuant to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employmentSection 5.5.
6.4. Except as expressly provided in this Section 6, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of upon the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below)and Executive's employment, the Company shall paynot have any liability or obligation of any kind or character to Executive under the terms of this Agreement or in connection with the expiration or termination of the Executive's employment hereunder, for Executive’s benefitincluding, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executivewithout limitation, severance compensation, Bonuses, or other amounts or benefits.
Appears in 1 contract
Samples: Executive Employment Agreement (Dynamic Biometric Systems, Inc.)
Compensation Upon the Termination of Executive’s Employment. 7.1. In the event that Executive’s employment and this Agreement are terminated pursuant to Section 6.1 (Disability), 6.3 (Cause), or 6.4 (Resignation), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount.
7.2. In the event Executive’s employment and this Agreement are terminated pursuant to Section 6.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.
7.3. Unless Section 8 applies, in the event Executive’s employment and this Agreement are terminated by the Company pursuant to Section 6.5 (Without Cause), the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine twelve (912) month period following the date of termination, paid on the Company’s regular paydays throughout that 912-month period; (b) for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; (c) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of the date of the termination of his employment, after pro rating all targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined in Section 8.1 below), the Company shall pay, for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.
Appears in 1 contract
Samples: Executive Employment Agreement (Poore Brothers Inc)
Compensation Upon the Termination of Executive’s Employment. 7.16.1. In the event that Executive’s 's employment and this Agreement are terminated pursuant to Section 6.1 5.1 (Disability), 6.3 5.3 (Cause), or 6.4 5.4 (Resignation), then Executive shall be entitled to receive Executive’s 's then current Base Salary through the date his employment is terminated, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.26.2. In the event Executive’s 's employment and this Agreement are terminated pursuant to Section 6.2 5.2 (Death), Executive’s 's beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s 's estate, shall be entitled to receive Executive’s 's then current Base Salary through the end of the month in which his death occurs, and such other amounts that accrued prior to the termination date and are required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law, but no other compensation of any kind or amount.
7.36.3. Unless Section 8 7 applies, in the event Executive’s 's employment and this Agreement are terminated by the Company pursuant to Section 6.5 5.5 (Without Cause) or by Executive for "Good Reason" (as defined below), (A) the Company shall pay to Executive, as a severance allowance, the following amounts, but no other compensation or benefits of any kind: (a) his then current monthly Base Salary and Executive’s Monthly Car Allowance for the nine six (96) month period following the date of termination, paid on the Company’s 's regular paydays throughout that 96-month period, followed by a one-time lump sum payment (the "Lump Sum Payment") on the next regular payday of an amount equal to six months of his then current monthly Base Salary (i.e. one-half of his annual Base Salary), for a total severance allowance equal to one (1) year of his Base Salary, and such other salary that accrued prior to the termination date and amounts required to be paid to him pursuant to any employee benefit plan in accordance with such plan and/or by law; and (bB) Executive shall receive accelerated vesting for Executive’s benefit, up to $10,000.00 for outplacement services for Executive with an outplacement firm selected by Executive; twelve (c12) within thirty (30) days after termination of Executive’s employment, any amounts payable under any bonus plans for which Executive is eligible to participate as of months from the date of Executive's termination for all stock options granted by the termination of his employment, Company to Executive before or after pro rating all targets, quotas, the Commencement Date and bonus payments as extension of the termination dateoption exercise period for an additional twelve (12) months beyond the period set forth in Exhibit A attached hereto for such exercise, regardless when provided, however, that such bonus may stock options shall not be due under extended beyond the bonus plandate on which they would have terminated had Executive continued to be employed by the Company; but no other compensation or benefits of any kind. Executive shall be entitled to receive these benefits and payments only if he complies with his continuing obligations to the Company as set forth in this Agreement.
7.4. In , provided, however, that any deductions to the event that Executive’s employment and this Agreement are terminated pursuant to 6.4 (Resignation) within twelve (12) months after a Change in Control (as defined benefits described in Section 8.1 below6.3(A) are subject only to the offsets set forth in Section 13.4, and provided, further, that with respect to the benefits described in Section 6.3(B), the Company shall paynot deny any such benefits unless it has provided written notice to Executive of any claimed breach of such continuing obligations and Executive has cured each such breach within fifteen days after receipt of such written notice of breach and the exercise period of any such options shall be tolled during such fifteen (15) day period or any longer period required to resolve any disputed claim of breach of such continuing obligations, for and provided, further, that the foregoing shall not limit Executive’s benefit's ability to exercise any such options that had vested prior to the date of termination of his employment which he exercises within ninety (90) days after such termination date.
6.4. The provisions of Section 6 shall not affect Executive's participation in or terminating distributions and vested rights under, up any pension, profit sharing, insurance or other employee benefit plan of the Company to $10,000.00 for outplacement services for which Executive with an outplacement firm selected by Executiveis entitled pursuant to the terms of such plans.
Appears in 1 contract
Samples: Executive Employment Agreement (Imarx Therapeutics Inc)
